It's Not About What We Deserve
by Camaraderiee
Summary: Essentially, Peter has a panic attack during a sparring session, the Tower gets invaded, and Steve and Natasha finally get a glimpse at the guilt Peter's been carrying with him. The Avengers suddenly find themselves surrounded by evidence of Peter's lack of self-worth, mostly stemming from a long torture/kidnapping stint with Doc Oc.
1. Chapter 1

_**This story is also available on my primary ao3 account under the username C_amara_deriee and with the following tags: #self-worth issues #panic attack #insecurities #Peter Parker Needs a Hug #Guilt #self-harm (in a way) #kidnapping #torture**_

"You're done, Peter."

Peter pants as he rises shakily to his feet. Natasha has introduced his backside to the floor for the fifth time in as many minutes. He pulls his shirt a little away from his chest to cool some of the sweat forming there.

"No, no. I'm good. Let's go again."

Natasha raises an eyebrow from her place at the edge of the communal gym's sparring mats. Peter's barely landed a punch, but his bruises span his entire back and down his arms. A particularly colorful one on his chest throbs in rhythm with his heart, but he'd begged Natasha to spar with him today and he'll be darned if he gives up after just a few hours.

"Let's-" Peter's voice cracks. He takes a deep breath and tilts his head to stretch, choosing to overlook the horrid popping sounds as kinks roll out. "I'm fine. Let's go again."

There's no way he's going to go back into his bedroom. No way he's going to just _sit_ _there_ and _twiddle his thumbs_ when he could be protecting innocent civilians. Even if that only means touching up his Spidey-skills.

Natasha shoots him a look that would send any self-preserving superhero fleeing. Somehow, she looks scarier standing off to the side of blue mats, decked in black workout sweats, than she ever does on the battlefield. Peter has a firm belief that the more skin she shows, the more likely someone is to die. Clint has assured him this is a good policy to have.

But Peter isn't one to shy away from a challenge. He's a brave, confident vigilante; he strikes fear into the hearts of all his enemies! (Peter purposely ignores the little voice in his head telling him he doesn't even _reach_ the hearts of his enemies. He is fully aware of how short he is. Doesn't mean he can't dream.) But he can still face off against bad guys without the slightest waver in his voice, and he'll _demand_ Natasha keep sparring with him.

"Natasha, _please._ "

Okay. So maybe 'demand' is too strong a word.

Natasha deadpans, and Peter prepares himself for the tongue lashing. Before Natasha can get a word out, though, Steve pipes up from where he's been standing against the wall, watching Peter get his butt handed to him.

"Peter," he reprimands softly, but firmly, in that way only Captain America is ever able to. "Stop it, son. You've trained enough for today."

But Peter hadn't. He can always go more _._

He composes his features, smacks a loopy grin on his face, and turns back to the most dangerous assassin he knows.

"Tasha. Taaaashaaa." He frowns when she doesn't so much as blink. "Come ooon. I'm fine! Look at me!" He flings his arms out in what he hopes presents as a carefree move. He can't quite hide the wince when his jolted left shoulder twinges at the action. Oops. Maybe not the smartest ploy to get what he wants, if the scrutinizing looks from Cap and Black Widow are anything to go by.

Peter hunches his shoulders slowly. _Fine._ If they aren't going to listen to what he says, he'll just _show_ them instead. He spreads his stance and lunges at Natasha.

Only to find himself face down on the mat with said woman perched atop him, her knee digging painfully into the middle of his back.

"Peter, котенок, stop fighting." Her not-quite-bruising grip just above his spine isn't enough to stop his desperate wriggling. With little effort, she flips Peter over so his back is pressed into the floor and he has an unobstructed view of her serious expression. "Stop. The fight is _over._ "

No. Peter can't let it be over. He _needs_ this. He _needs_ to be fighting. He _deserves_ this. Each hit is a reminder of a civilian he couldn't save, each ache afterwards representing the times he's too slow. The bruises are punishment for all his mistakes—he's never going to fix himself without the reminder, he knows this, it's been drilling into him: suffer to improve.

If he stops fighting, Steve and Natasha will force him to go rest. And if he rests, he will stare at the ceiling and see them all again. Countless faces, faces he's responsible for, faces he's failed. They cycle through on repeat on the ceiling every night as a reminder.

But he's losing strength. His struggles become more haphazard and desperation makes him sloppy. His breathing is too fast, near-hyperventilation, but Natasha's arms don't waver. He can't so much as wiggle, and he kicks and claws but he can't get away and she _isn't letting him go_. He can feel his chest constrict as he continues to fight, as he fights Natasha, his _friend_ , with an animalistic desperation.

Natasha remains steadfast above him, and the weak hits his flailing limbs land do nothing toward the way of moving her. He strains his neck away and flings his arms down instead, digging his fingers into the mat trying to drag himself away. He cries out when Natasha readjusts so that her knees trap his arms at his sides.

Eventually he falters, his shaking subsiding with quiet, half hazard noises, quiet sobs breaking through clenched lips.

He notices an unfamiliar weight on his legs and sees at some point during his panic, Steve came over to hold his legs. Natasha had moved higher at some point, forcing her weight through hands she's placed at his collarbones. Had they not been there, Peter had a feeling his slamming against the floor would have done a lot more damage than just the bruises he can feel forming on his shoulder blades.

Natasha's mouth is moving in what Peter thinks are probably supposed to be words, but he can't hear a thing past the ringing in his ears.

Why won't they just let him go? Why won't they let him spar? Do they not think him capable? He needs these sparring sessions, to train, get better, and if he's thrown around in the process, then great! He can always use the reminder.

He rarely gets hurt fighting in the streets, he needs this.

Why do his lungs hurt so badly?

Peter watches Natasha's head whip around frantically to tell Steve something and Peter can almost make out something that starts with a B. Steve nods in agreement, and Natasha turns back to face Peter. She brings her hand up and it takes Peter a second after it lands for the sharp sting to set in, before he realizes he's just been slapped.

Peter sucks a stuttering breath in surprise and the pain in his lungs subsides some. Oh. Breathing. She'd been telling Steve he wasn't breathing.

Natasha blinks slowly at him before climbing off. Never straying her gaze from Peter's, she takes a step towards Steve and touches his shoulder, silently telling him he can release the deadlock he still has on Peter's legs.

Steve detangles himself, careful, cautious, and ready to re-restrain if need be. Peter rolls away as soon as Steve's fingers leave his skin and positions himself in a crouch on the other side of the mats.

He gulps down frantic breaths and squints at the two of them with watery eyes. For many awkward seconds, the only sound in the gym is Peter's ragged breathing.

He winces when his vision is no longer eclipsed by spots of black and he can fully see the consequences of his freak out. He can see now how coiled they are, can see the tension in Natasha's body in her fingers which twitch occasionally and the worry in the hunch of Steve's shoulders, not nearly as painful as the pity radiating from him.

Worse of all, he can see the red marks splattered across Steve's arms, and the bruises forming on Natasha's chin.

Figures he's only been able to hit Natasha when he _isn't_ trying.

"Ha-" Peter chokes out a sound close to a laugh. "Finally hit you, Tash!" He twists the corners of his mouth, trying to lighten the mood, but he's pretty sure it comes out a grimace.

Natasha and Steve stay exactly where they are.

For some reason, his self-depreciating joke doesn't ease tensions in the slightest. Which sucks, because that's pretty much Peter's only move. But he's just attacked two Avengers—attacked his _teammates_. Jokes aren't going to fix this.

He watches Steve raise a hand towards him, fingers splayed, and Steve's mouth opens – to reassure or reprimand, Peter doesn't know. He stumbles back a step.

Steve freezes, seemingly reconsidering what he was going to say.

"Peter, you don't need to-"

"I need this, Steve," Peter interrupts abruptly. His voice rings hollower than he'd like, but he's not sure he knows how to fix that. "Steve, I _need_ this. I'm out there all the time and I'm never-" Peter raises shaking hands and buries them in his hair. "I'm _never_ good enough!

"People get hurt out there all the time, on my watch!" he continues, panic rising in his throat again. "Sometimes I'm too slow, sometimes I'm too cocky and I miss something important, sometimes I just don't, I don't know _what_ I do wrong. But I can do better!" He mentally pleads for Steve to understand.

It's Natasha, though, who finds her words first.

"Peter, you have nothing to prove to us."

Steve nods. "Nothing," he affirms. "We know how capable you are already." Steve looks more determined this time when he steps towards Peter. "We know how many people you've saved. How many people you save every day."

But Peter's shaking his head, his limp, sweaty hair flicking into his eyes, and he staggers back another step away from an advancing Steve. "You guys don't see it all." He bites his lip, contemplating if he should even tell them about his screw-ups, if they don't already know. But no, they're Avengers for gosh sake, they know.

"We see enough, Peter," Natasha says forcefully.

"I punch the bad guys too hard sometimes," Peter blurts, ashamed. Please don't make him drag this out, don't make him say all his faults out loud.

Steve tilts his head and frowns. "So do I, sometimes. Does that make me a bad person?"

Peter chews the inside of his cheek. He sees Steve's point, but he's unwilling to concede to it. Steve does so, _so_ very much good, it must equal out for someone like him. It has to. Steve does enough good it will always equal out. But Peter…he only does little things. He stops petty crime; he doesn't save the world. The tri-state area, maybe. The city, even, but never the world. Mistakes matter so much more when the good you do is so inconsequential, so forgettable.

Steve reaches out and Peter jolts when a warm hand clasps his shoulder. "Look, you can't place all this pressure on yourself," Steve admonishments. "You're trying your best, and you're in here with us all the time trying to improve."

Natasha glides over to his other side and places her much more delicate, but no less firm, hand on Peter's other shoulder.

"You're a good person, Peter. It doesn't matter that you're not perfect." Peter lets his eyes close for just a second, let's himself revel in the feeling of a touch that's not laden with the intent to hurt. It feels so safe. It makes him feel worthy of their concern, if only for the moment.

 _No._

Peter steps out from under Steve and Natasha's generous —too generous, too reassuring— hands. That's exactly the problem! He _doesn't_ deserve this! He hasn't done anything to deserve their compassion. They aren't seeing him clearly and they don't understand, but Peter doesn't have it in him to tell them why they're wrong just yet.

"I, umm," Peter stutters eloquently as he walks backwards towards the gym doors. "I'm going to go shower." Peter can't care less about sparring anymore. Escape is the only thing on his mind.

He accidentally smashes into the frame of the exit door, hitting his back hard enough that he wobbles and half rotates. Now facing away from the two avengers still standing by the edge of the mat, he pauses to catch his bearings.

He hears Cap sigh loudly.

"Okay," Steve grants. The disappointment is almost tangible, and Peter wonders how Steve doesn't choke on it like Peter seems to. "Okay. Go shower."

 _Thank you. Oh, thank you god heaven above and hell, thank you._

Cap continues, "We'll meet you in the kitchen in an hour." His tone of voice, although gentle, leaves no room for argument.

Peter can't quite keep in the low whine from the back of his throat, but he nods jerkily, pushes open the doors, and bolts down the hall towards the elevator.

* * *

Peter is shivering slightly from a cold shower (the tower never runs out of hot water, not with an ARC reactor as its power source, but Peter feels guilty using energy unnecessarily and always turns the water cold after 5 minutes) when he creeps into the living room exactly 59 minutes later.

Steve and Natasha are waiting for him in the middle of the room with matching totem expressions. Peter's relieved to note he can't spot a single mark left on Steve's arms, but he can't help but grimace at the position they're in. Steve and Natasha are reminiscent of toy soldiers, standing there spread-legged and arms crossed.

Positioned for war. An elephant could come through right now and they wouldn't so much as blink an eye.

"So," Peter drawls, "what's up guys?" His attempt at conversation is met with stagnant silence.

Alright, new plan. Casual conversation isn't working, onto distraction.

"…nice weather we're having, huh?" Steve and Natasha glace to the left, towards the floor to ceiling windows, where the snow and hail pelts the glass relentlessly, then back at Peter. Peter gives them a straight, closed-lipped smile.

Finally, Steve sighs. "Look, Peter, we have to talk about what happened in there."

"No, we don't. Steve, we definitely do not, no." He lifts his hands protectively in front of him and twists his head once reassuringly.

Natasha rolls her eyes to the ceiling like she'll find the strength to deal with the both of them there. Peter winces when the action presents her bruised chin on unobstructed display. "Peter," she snaps. "We can't just let this go. Clearly you have a problem."

Peter bobs his head back and forth. "Nah," he says, nonchalant.

"You can't just ask us to spar with you to punish yourself!" Steve blurts out. His words are rushed, like he was originally going to say something else, but reached the cusp of his patience. Steve halfway throws his arms in the air in exasperation before he catches himself, instead pinching the bridge of his nose and remaining silent for Peter to explain.

Peter tucks his head and digs his teeth into his cheek. Okay, it sounds bad when Steve phrases it like _that._ But it wasn't his intention to…to _use_ them or anything. "I know, I just-"

"What?"

Peter's whole body stiffens as he recognizes the voice behind him.

"What did you just say?" Tony repeats, darting around Peter to stand beside Natasha. "Did Steve just say you're using us to _punish yourself?"_

"That's not, umm, that's not _exactly_ what he meant by-"

"Are you-" Tony enunciates each individual word "-using us to punish yourself."

Peter's eyes flicker around the living room, taking in the doorways and windows automatically. He's trained as Spider-Man for long enough now, been kidnapped enough, that it's reflexive to look for an escape. It happens before he can tell his brain he's not _really_ under attack.

Sadly, he finds nothing that will get him out of this conversation.

So instead he slowly lifts his gaze to the three Avengers glowering down at him. He opens his mouth to stutter some kind of excuse, some kind of lie, but an ear-piercing alarm rings through the air instead.

The white florescent lights above them flicker to red and shutters slam down over the windows in the room. JARVIS throws a projection on the wall closest to them that shows a live video feed of what Peter makes out to be the roof of the Tower, a roof currently swarming with figures dropping out of helicopters.

"Sorry for the interruption, but it appears we have company, Sir," JARVIS notifies.

None of the occupants in the room utter a sound as the siren blare and they watch dozens of figures clad in black force their way through a sliced hole in the roof. They could almost be mistaken as SWAT, if not for the HYDRA insignia plastered on the back of their uniforms.

"Thanks, J." Tony rubs a hand down his face and points to Peter. "This is not over," he threatens before turning on his heel. Peter can hear him call for JARVIS to assemble the newest version of the armor as he strides away.

Natasha doesn't waste a second more, disappearing behind Tony in a flash of fiery red hair. Steve pauses longer, momentarily torn between gearing up and concern for Peter, but duty to the rest of the Avengers prevails. He shoots Peter a meaningful look before rushing out of the room in the direction of the armory.

Peter lets out a shaky breath. Somehow, he's avoided the conversation that will undoubtedly end with the revoking of Spider-Man's Avenger status. His eyelids flutter shut in relief, only to fly back open when another shriek of the alarm assaults his sensitive ear drums.

Right, he needs to go suit up. The Tower is under attack.

Peter swings into Tony's workshop, Spider-Man suit presently adding a layer between him and the world, less than five minutes later and lands soundlessly beside Bruce. Web slinging to the workshop may possibly have been overkill, but the windows are all sealed with metal shutters, and time is of the essence.

He'll apologize to Tony for the leftover web fluid stuck to the ceiling later.

Peter notices he's the last to arrive. The rest of the Avengers scattered around the workshop. Clint and Natasha are in full battle mode, facing the main door and perched on the balls of their feet, weapons gripped tightly in hand. Thor's in the middle of the room, very conscious to not touch anything (Thor's been extremely cautious not to touch anything that looks like it could detonate after they'd discovered the god of electricity and an modern technology don't mix well his first visit to the workshop). To Peter's left, Bruce and Tony are typing away, uninterrupted focus on several screens showing blueprints and video feeds. Steve stands just behind them, searching the same screens with scrunched eyes, ready to catch anything the two scientists may miss.

Tony's workshop resides within the second subfloor of the Avengers Tower and, with the many safety hazards it houses and the multiple explosions it faces on the daily, is the most secure place in the tower. It was established ages ago as the meeting place in the event the Tower was ever compromised. Like it is today.

"JARVIS," Tony barks, right on key. "What's the update? Why do these goons think it's okay to touch my Tower?"

"The _HYDRA agents,"_ JARVIS emphasizes the title, ever willing to correct Tony, "appear to be en route to Room 9095."

Tony freezes. He stops typing and his eyes are blown wide. "Room 9095. Are you sure, J?"

"Affirmative, sir. Their current trajectory shows them headed in a direct route to the sublevels of the Tower."

Tony chews his check and turns back to the screen he was working on before, his fingers flying over the keys. Peter can hear him mumble curses under his breath.

Steve takes a step closer to Tony and touches his shoulder before asking, "JARVIS, what's in Room 9095?"

"That where you stash your childhood Cap memorabilia, Stark?" Clint pipes from the other side of the workshop, his tone joking but his gaze never straying from the entry door.

Tony ignores them both in favor of frantic typing. Peter has enough understanding of Stark programming from helping Bruce and Tony in the lab to understand the coding on screen is activating further security measures along the hallways under the Tower.

"Ah," Natasha replies to Steve when it becomes apparent Tony isn't going to answer. The sarcasm laced in her voice at complete contrast with her tense vigil of the door. "Very little. It just holds the central access to JARVIS' mainframe, control to this entire Tower, and access to the full, unredacted files on each one of us."

"But they _won't_ reach it. There's no way. I have so many security systems in place, it's buried _underneath the tower_ for fuck's sake!" Peter wishes Tony sounded even just _slightly_ more confident.

JARVIS' next words are reluctant. "Aided by Doctor Otto Octavius–" the screen above Bruce's switches to a different live feed and zooms on the supervillain in question– "AKA: Doctor Octopus, I believe they have a reasonably good chance of reaching it."

Peter's chest, unnoticed by the rest of the Avengers, begins an arrhythmic hitching at the image onscreen.

Thor frowns and shifts on his feet, bored rather than concerned. "Have we faced this Octopus Doctor before? I do not recall engaging in battle with him. What reason does he hold to invade us?"

"Who doesn't hate us at this point?" Bruce retorts.

Oh, this is Peter's cue. Peter can finally chime in something helpful—he knows this one!

"Ah ha," Peter chokes out. The sound is startlingly close to a cat heaving a hairball. He clears his throat. "Umm, that's probably my fault."

Natasha finally tears her focus away from the door, probing for answers, and Peter tries his best to push the flashes of Doctor Octavius' curious face looming over his own—devoid of any compassion as he brings the scalpel down against Peter's collarbone—out of his head. This isn't the time for memory lane.

"Doc Oc and I have a kind of Tom and Jerry thing going on…except, you know, more lab rat and evil mad scientist hell bent on dissec-experimenting," Peter corrects himself and his hands are only slightly shaking when he throws them up into a _'whatcha gonna do'_ shrug.

"That's right," Bruce realizes suddenly. "You fought him a year ago." Bruce hesitates. "You disappeared off the map for weeks after. Everybody had a theory about what happened."

Peter can see Clint's eyes flicker to him briefly before flashing away.

Peter bites his lip underneath the security of his mask. He'd hoped maybe they wouldn't know about his past with Doc Oc. Most people weren't paying attention to him back then. Another factor for why he managed to get himself caught that day, and why he stayed so long with Oc.

" _Sir,"_ JARVIS warns. "The intruders have reached level 30."

The same screen JARVIS used to previously show them footage transitions to reveal HYDRA agents using some kind of laser to cut through the floor with soldier-like efficiency. It explains why they approached from the roof: the only way to reach another level of the Tower is vertically, as the glass windows of each floor are reinforced four times over the typical strength and the ground floor entrance is more heavily armed than the White House.

The Avengers watch intently as the agents seem to completely bypass their surroundings in favor of cutting through to the next level. Otto Octavius doesn't aid in the effort at all, instead roaming through each floor and disabling any tech that could potentially pose danger.

There seems to be more than just disabling the security measures to his actions, though. Peter could swear Octavius was checking each room he passed for something, even if only peripherally. Relief floods through Peter that the working occupants of the Tower practice immediate evacuation every few months, leaving the floors devoid of any and all civilians.

"Is he…looking for something?" Clint speculates aloud. Peter's not the only one who's noticed, then.

"If he is, he'll never get the chance to find it," Steve resolves. Peter sees Thor grin and pick his abandoned hammer off the ground in anticipation as Steve goes on. "We need to get up there before they pierce through to the subfloors."

 _Oh._ Peter digs his fingers into a thigh bruise left from sparring in frustration. Steve's right, what is Peter doing here? He doesn't know enough to help with Tower security systems, and he can't give strategic input like Thor, Clint, or Natasha, or delegate like Cap. There is no reason for him to be standing around doing nothing while the Tower — the Avengers' _home_ — is getting destroyed!

"I'm no good here," Peter reasons with Steve. "Send me. I can distract them, slow them down a little, while you guys come up with a plan." Peter's not sure if he's pleading with Steve to let him go fight, or to tell him that's foolish with so many enemies up there. Peter's in no rush to come face to face with Octavius again and his palms grow sweaty just with the thought, but the last thing he wants is to be useless.

Peter watches Steve contemplate it with steepled fingers. "Okay," Steve decides, probably coming to the same conclusion as Peter, that Peter is as good as useless here. He turns and gives Peter's hunched form a quick once over, before asking cautiously, "Do you think you're up to holding them off? We did just drill you pretty hard." Peter sees Natasha turn to give him the same inspection.

Okay, _ouch._ Their lack of faith stings. Peter thought they'd _all_ been training. But Peter supposes Natasha and Steve _had_ left the training room only a couple bruises to show, and Peter with a whole gallery.

Peter swallows his shame and nods in what he hopes reads through the mask as confidence.

"Alright," Steve relents. "Go. We'll be there to back you up as soon as–."

Peter's launched from the workshop before Steve can finish, streaking through the tower towards the fray despite the spider-sense rattling through his skull.


	2. Chapter 2

The shutters over the windows block a good portion of the natural light, and with the red alarm lights as his only source, Peter's swinging half blind. Even with his enhanced vision, he's only 60% sure he's swinging (somewhat unsteadily) through the halls in the general direction of an elevator.

A part of him relishes the new experience—Tony never lets him swing around the Tower, always complaining about the webs left behind getting caught in his hair.

The other, much larger, part of him is spooked as heck.

He keeps having to force his eyes away from the windows, reminding himself that it's probably still daylight out there. He's not _really_ trapped. Just outside that impenetrable metal shutter lies the sun shining down on his city, and if he can get out of here, he can go see it.

Peter's lets out a relieved huff when, through the dim flashing lights, he makes out the doors to the elevator. He lands smoothly in front of them and reaches out to grip a frame in each hand. The metal crumples expectantly in his grp and Peter winces at the cuts left behind in his flesh. He hisses under his breath at the strain the motion puts on his sore muscles but continues wrenching the doors apart.

He releases the metal quickly when it's opened enough to squeeze his lithe body through. Keeping his feet flat against the wall to stay secure, he shakes blood off his hands.

The light from the irregular red alarms doesn't quite reach the inside enough to see by when Peter leans forward and peers into the gap space, but it's just enough to glint off the sharp metal bits and pieces jammed about in the elevator shaft. Peter can't immediately see where the actual elevator car is, but it's irrelevant: this is the only way down to the first floor.

The windows are shuttered shut and although Peter would prefer the slightly-better-lit and very-much-safer staircase, that's the designated escape route for occupants of the tower and there's no way Peter's risking bringing Doc Oc or Hydra anywhere _close_ a civilian straggler.

He gathers his bearings, wipes his palms on his thighs, and starts his climb down the shaft. He's careful to avoid the jutting parts of the elevator mechanics, obstinately turning thoughts of realizing he's _voluntarily_ heading towards Doctor Octopus into concentration on his task. It's harder than it looks to avoid all the sharp mechanics and several minutes into his journey, Peter's been pricked so many times on his hands he could rival Aurora and her spindle.

Peter's not yet halfway down when a large explosion from below rocks the elevator shaft, hurling Peter straight into a protruding piece of framework. It slices effortlessly through the skin covering his right ribs and snaps off just under. Peter grits his teeth against a whimper and slaps his hands over the wound, waiting for the shaking of the elevator shaft to subside so he can pull the fragment back out.

The reverberating stops, and Peter grips the protruding shard tightly in preparation, but there's still a faint, jolting scraping sound that's gradually getting louder. Peter tilts his head until his ear is angled up towards the noise and quickly determines the source.

He allows himself one second to close his eyes and slam his head back against the wall (what Peter wouldn't give for just _one_ thing to go right, to not mess up just _once_ ), before he springs off the wall and flings himself down the elevator shaft with a speed most Olympic gymnasts would kill for.

The dislodged elevator car screeches after him.

Peter races downward, clumsily bouncing off the sides of the shaft in his rush, sparing no thought to the metal chunk lodged in his side.

He doesn't hesitate when he sees the bottom of the shaft, only adjusts his leaps so his feet lead when he crashes through the last set of elevator doors. He rolls to a stop and tucks his head as the air and dust blow out when the elevator cart whips past. The resounding crash of the cart shattering against the ground is near-deafening.

Peter rolls over and doesn't waste a second more before yanking the invading piece of machinery out of his body. He concentrates on breathing through the sharp pain. The wound had been shallow initially, but his frantic escape had twisted the sharp edges partially into tendon.

Between his throbbing back, his twitching muscles, and the huge gash in his side, Peter thinks maybe he's okay to lie here forever. Screw stopping the Hydra agents. Screw walking back into Doc Oc's grasp. He's just going to stay here and maybe take a nap until everything's healed up.

A particularly violent jolt of a muscle in his upper back slams his bruised shoulder blades into the ground and gives Peter the momentum he needs to sit upright. Using the wall as a crutch, Peter slowly heaves himself off the ground. He uses his web shooters to patch the bleeding gash in his side and a few of the larger cuts he's gained slamming off the walls in the elevator.

Peter's done this so often now he's pretty much a seasoned nurse.

 _Maybe I should take up nursing_ , Peter ponders as he starts his trek into the underground Tower. _It's gotta pay more than photography does_. _Why have I not tried doing that?_

His side gives a wet squelching sound as he rounds a corner and Peter fights to stay focused in the present as he quickly wipes the blood that drips off before it can trickle down his skin like it did last time back when…before. _Oh yeah, that's why._

Peter will add **Ruined the possibility to make bank working in the medical field** to the list of ways Doc Oc's wronged him.

Peter creeps through the hallways under the Tower until he walks into one that looks like it was taken straight out of a war movie, rubble scattered on the ground, rebar poking through the walls, and knows he's getting close. Doc Oc and company must have set off one of the secondary alarm systems Tony had in place.

Which, Peter realizes now, climbing up onto the ceiling to avoid the wreckage, must also have been the reason for the attempted elevator-murder earlier.

He's three hallways in when he hears distant voices. Peter crawls closer until he can make out the words, stopping behind a ceiling pillar that obscures him almost entirely.

"…-trol box is right here after all. I thought it would be more secured or something, but whatever."

"Easier for us," Peter hears another voice agree.

Peter pokes his head over the support beam to get a better view, and sees the entire Hydra squad, apparently unharmed by Tony's booby trap. If he cranes his neck a bit, he can just barely make out Doctor Octopus standing to the side, tinkering disinterestedly with a mechanical doohickey of some sort.

"Hey!" A Hydra agent barks suddenly. Peter flinches back and curses himself for being spotted. "Hey!" Peter hears again. He can barely suppress his sigh of relief when it's followed by, "This is you, Doc."

Octavius is facing away from the agent when Peter pops his head back over the beam and doesn't so much as glance up from his fiddling to reply. "Mmm. No thanks."

The Hydra agent's face is covered by the uniform they're all wearing, but Peter would bet all $7 in his backpack the agent is glaring at Doc Oc under that black mask.

"What do you _mean_ 'no'," Hydra agent says lowly.

"I _mean_ ," Peter hears Doc Oc spit out, and Peter watches his greasy black hair fall limply over his shoulder as Oc tilts his head to glower down at the agent, "I don't have any interest in having the Avengers on my tail for destroying their precious system."

"What? That's the _job_ , Octavius. That's the only reason you're here!" Peter can tell the Hydra agent is losing patience with the Doc.

The two of them dissolve into an arguing match, and Peter takes the opportunity to readjust in his position to ease the ache in his bones. The new arrangement brings Peter's hips flush against the ceiling, and draws attention to the comm in his hidden front thigh pocket. Peter had sewn the secret pouch himself after one-too-many scolding's from Captain America about not calling when he was in trouble, and he almost smacks himself with the realization.

Tony's gonna be _pissed_ Peter forgot to have his comm in all this time.

Peter carefully reaches down to his pocket, going slow as to not draw any attention. He gags when his hand slides over a slick splotch of blood left behind on the ceiling from pressing his wounded side, before pulling the comm out and holding it to his ear.

Peter clicks the comm on and prepares himself for the onslaught of Tony, but the sudden noise of seven voices shouting at him causes Peter to fumble the comm, and it slips out of his blood-slicked fingers. Keeping one hand on the ceiling, Peter peels himself off and reaches with his full body to catch the comm. But, despite his best efforts, it bounces off his thigh and rolls off the top of his foot as he tries to catch it, and ultimately falls to the floor, where it lands with a faint _clink_.

Peter mentally swears and pulls himself back up.

Octavius' head whips sideways at the sound of the comm hitting the floor. His eyes narrow suspiciously.

"-doesn't matter what you- Hey! Are you even listening to me?"

"What was that?" Doc Oc demands.

The Hydra agent makes a noise of disgust in response. "Stop trying to change the subject!"

Octavius doesn't stop his scanning of the hall. Peter begs to whatever gods Thor may or may not be friends with that Octavius doesn't look up. His only blessing right now is that Oc doesn't have his enhanced hearing ability to pick up the faint concerned voices from the comm, and that the rest of the Hydra agents are huddled around the control box on the other side of the room.

Peter can see the bright light from the friction of the sawblade cutting open the metal casing of the control panel from here. He should probably be worried about that, but his main focus right now is the deranged doctor below him.

The agent in charge, apparently with a death wish larger than Peter's, stomps up to Doc Oc and shoves a finger at his distorted face. "Hey! I'm talking to you!"

Peter tenses and waits for the inevitable fight—leave it to Octavius to backstab even when on the evil team—and Octavius, true to form, lashes out with one mechanical tentacle and hits the agent in the stomach, causing him to crash breathlessly to the floor. Peter sympathizes, he knows _exactly_ what that feels like.

Octavius seems unfazed though. He just smirks and turns his gaze back to the room again. Peter crouches even further from where he's hidden behind the pillar. "I'm here for Spider-Man. I could care less about your pitiful mission."

Suddenly the comm, which had gone quiet at some point during the exchange, emits a high-pitched whine. Doc Oc swivels on a tentacle and his vulture eyes single out the small piece of tech.

The whirring and systematic clicking of Oc's tentacles as he crosses the room motivate Peter to press tighter overhead.

Octavius stops just under Peter and picks up the still-screeching comm. He rolls it in his scarred hand for a moment, picking at the soft sides of the machinery, and Peter doesn't dare to so much as swallow. He's partially hidden by the support beam, but the ceiling panels around him is colored red as a target from blood and it would single out the part of his body showing like a neon sign if Octavius were to even slightly look up.

Peter, whose luck's been the same most his life, watches with only resignation as Oc slowly tips his head skyward and meets Peter's gaze with a perversely ecstatic sneer.

Peter leaps off the ceiling seconds before a metal tentacle crumbles the bloody panels.

He uses the downward momentum of his fall to latch a web on another part of the ceiling and catapult across the room, aiming for the rest of the Hydra agents. Peter's goal is to swing effortlessly into their masses feet first, kicking any in his way to land in the middle, and take out the remaining.

As it is, Peter more or less crashes sideways into a few on the outer rim and bounces off. Four or five of the agents wobble like bowling pins, but the only person to fall to the ground is Peter.

He stares wide-eyed up at the agents from the floor. He smiles tight-lipped and wiggles his fingers in a parody of a wave. "Hey there. I don't suppose there's any chance you'd like to change sides to the good guys? Huh? Maybe?" Peter's voice is shaky with nerves, he's never fought this many people at once before, but his offer is actually kinda sincere.

And apparently not considered, as the agents immediately start advancing on him as one large entity.

Peter sighs and uses his lower position to sweep the feet of several Hydra agents. He climbs up the body of one, needing the extra support to stand himself, and slingshots off their shoulders onto another. Both Hydra agents are stunned by trying to adjust to his weight to stay upright, and Peter uses their momentary lapse to kick them in the head. Both are felled by the action.

Peter lifts an eyebrow. Huh, it's a weirdly successful tactic to jump from head to head.

"Down by bank," Peter starts to sing off-key, leaping onto another Hydra shoulder, "with the hanky-panky—" he downs the agent in one swift knock to the head, before continuing his Frogger-esque bouncing—"Where the bullfrog jumps from bank to banky, with an –EEP!" Peter involuntarily lets out a squeak as he's ripped from the air and pinned to the wall.

The air whooshes out of his chest at the impact, his side aflame in agony around his webbed stab wound, and Peter is left breathlessly tugging at the metal appendage trapping him as Doc Oc saunters up to his level.

"Oh, I've missed you little Spider," Oc coos at him, mere inches from Peter's face. It's reminiscent a cat staring at a person next to them until they get what they want—unblinking eyes and uncomfortably close proximity. Peter's own face is tilted away. He'd almost forgot the complete lack of personal space Doc Oc maintains. "I've almost even missed your snark."

"I've missed you too, Ocky," Peter quips back, swallowing back bile. "I've missed seeing your face behind bars, where your reeking breath–" Peter turns his head back forward and smiles with much more confidence than he feels " –and rotting skin were nowhere _near_ me."

Doc's smirk drops a bit, but he tightens his tentacle claw until Peter's wheezing, his side on fire.

"That's no way to talk to an old friend, Spidey. We're going to have to re-train you in how to be polite again, aren't we?"

And those're the magic words, for Peter. At the reminder of what happened… _last time,_ all of his restraint breaks. For the second time that day, Peter's fighting flashbacks and frantically lashing against his opponent, and it's nothing like sparring with Natasha and Steve. Peter might have felt overwhelmed then, but he feels completely ineffective against Doc. It's like the Doc thinks of him as nothing more than a wayward child. His struggles are reprimanded instead of acknowledged.

Doc tightens his claw around Peter's struggling form and something breaks in Peter's upper leg. Peter can't quite hold in the scream that follows.

He vaguely hears the comm across the room start up a new screech alongside him.

Oc's laughing at his whimpers. That's all Peter can understand right now: he's trapped with Oc again in the place he's come to consider his home.

He doesn't really register when a red, white, and blue shield comes flying into his view and bangs against Oc's tentacle, but it takes him all of a second after being dropped to the floor to gather his bearings and scrabble away.

The Avengers stand in the doorway he'd crawled through earlier, a matching bloodthirsty look in each of their eyes. Peter, favoring his right leg, limps quickly their way.

He passes a charging Hulk and crouches a few feet up the wall next to the doorway, frantically gasping for air.

Thor reaches up and touches Peter's shoulder briefly, causing Peter to flinch and sway on his good foot, before continuing by to meet Octavius halfway.

Steve, ever the supportive leader, chucks his shield at Oc's face and sprints after it to back Thor, not even glancing Peter's way.

"You okay, Spiderman?"

That's Natasha's voice. Peter is confused. There is an entire room of Hydra agents reconvening around Hulk and the control panel and Doctor Octavius clinking his way towards Steve and Thor. His health is not the issue at hand. He can fight, and that's probably what Natasha is asking.

When he glances over at her, Natasha's looking pointedly at his bad leg and okay yeah, Peter can see how that extra bend just above his knee could cause some alarm, but to be perfectly honest, he can't feel a thing past the panic in his chest.

"You should have waited, kid," Tony chides when he realizes Peter's not going to respond. "No way you could take this many agents on by yourself. Did you even think?" He sounds annoyed, but worse than that he sounds disappointed, and Peter prays his shaking isn't as evident to them as it is to his battered body.

"You should have remembered your comms," Clint concurs sharply. "What kind of rookie move is that? You shouldn't be out in the field if you can't follow basic procedure."

Natasha nods once.

Peter's never more grateful for the mask than he is right now. His crushed expression is hidden perfectly behind the beloved fabric. Clint's never been this cold towards Peter. Clint is supposed to be the fun uncle, pranking the other Avengers with Peter and getting into food wars with him in the kitchen, not telling him he shouldn't be a superhero.

A few of the Hydra agents who slipped past Hulk's field of view are still cutting sparks in the control panel on the other side of the room and Peter watches distantly as Tony and Clint head to take them out.

Natasha's the last Avenger still left beside Peter to potentially witness his falling apart, but it's far from a blessing. She's the most observant person Peter's ever met. If anyone could catch the tremors that wrack through Peter and blood sluggishly oozing out of his reopened wounds to mix with the patterned red of his suit, Natasha can.

But, for all that he's worrying (and maybe wishing) she'll stay with him, she's gone by the time Peter forces his eyes (when had they closed?) back open. Peter uncurls his arm, which had been wrapped tightly around his aching core, and climbs off the wall. His stomach rolls at the blood smears left behind and he forces his teetering feet to lead him back into the fray of the fight.

He watches the Avengers attack the invaders and, aside from webbing a couple of Hydra agents trying to take down Hulk from the backside, there's not much for him to do. He watches Thor and Steve work in tandem to systematically disable one metal tentacle at a time with swinging hammer and shield. Tony's flown Clint up to a ledge above the fray, and he's shooting down arrows into Hydra agents trying to safeguard the agent cutting into the control box, and Tony's taking the traditional hand to metal fist combat with the rest of the agents. Peter's not sure where Natasha is in the quarrel, but he has no doubt she's taking down more than her fair share of goons.

Peter settles on his bloody, trembling haunches right there in the middle of the room and watches the battle rage on. Peter's missing about half of it because of his heavy eyelids and slow blinks, but Thor is laughing merrily and Hulk is more playing with the agents than actually trying to win, and it makes for fairly decent entertainment.

A couple of the Hydra agents left break through the Avenger barrier and charge toward Peter, guns blazing, and Peter sighs. He levies himself upright and takes the first agent out with webs before he's even reached Peter. The second is on top of Peter faster than he can account for and Peter rolls to the right to avoid the agent's precise, deadly fist, and that's when he sees it.

Steve and Thor, facing away from Peter, taking out rogue agents that found their way over to Oc's side of the room. And Doc Oc, seesawing himself on two still-functioning mechanical arms, is poised directly behind Steve. A sinister smile contorts his lips as he angles a third tentacle's claw at Steve's open back.

Everyone else around the room is busy, and Peter doesn't know where Natasha is, so Peter allows the Hydra agent he's fighting against to land a brutal punch to his right eye socket. The force of the hit, as he'd expected, knocks him sideways and frees him from their brawl.

Peter's still thirteen feet away when Doc shifts his body in preparation to stab Steve through the back, and Peter panics. Without thought, he does what he does best: snark.

"Whoa, Doc. You look really uncomfortable like that. What's up? You posing for America's Next Top Model?" Octavius hesitates and curls his lip at Peter.

"Cuz I gotta tell ya, Oc," Peter taunts, forcing his sore body to amble forward, "if you enter, you ain't gonna win. They don't accept hideous, wrinkled monsters."

Octavius, rather than getting more riled up, turns back to a still-oblivious Steve and readies to strike.

"Come on!" Peter yells a little desperately. "Think this through. You kill Captain America and you'll have all of the Avengers on your ass." He sends a silent apology to Steve for the expletive and takes another step forward. "But me, I'm expendable. You came here for me, right? To take me back?" He swallows past the lump in his throat as Octavius meets his gaze with raised eyebrows. "You kill Cap, and the Avengers will take you out before you take another step.

"You kill me, and you walk out of here scot free."

This _does_ manage to get a reaction out of Octavius, but Peter's not sure if it's better or worse than he expected.

"Little Spider," Octavius coos, finally lowering his claw. "You've misremembered me. When have I ever wanted you dead." Peter's feet tangle in each other as he changes direction when Octavius starts clicking his steady way towards Peter.

Peter trips over his own broken leg and lands hard on his elbows, continuing his backwards retreat in a crawl.

"I don't want to kill you. I wanted to _fix_ you. I made you _better._ " Behind Oc, Peter can see Thor turning around. "It's not my fault you forgot all my lessons." Octavius is hovering over Peter's battered form now, the tips of his greasy hair tickling Peter's face and his tentacles giving the illusion of bars on all sides.

Peter can feel exhaustion in his every limb, from training and the elevator injury, Doc smushing his ribs to the wall, and every strain since. He's injured enough that it's finally getting to him, adrenaline getting washed away by all-encompassing terror and Peter can do nothing as Doc whips him across the head with a metal limb.

Everything that follows is blurry. Peter feels himself being lifted, the weightless sensation making him nauseous. He hears what he thinks is Thor's voice, calling out to the other Avengers, and listens the whine of Tony's repulser being activated.

He can just make out a burst of vibrant red and black and feels himself free-fall for a couple seconds before being re-caught by that hard thing again and _squeezed_. It should hurt, but all he registers is the pressure.

In Oc's grasp, Peter is carried across the room. He recognizes the control panel box when it stops in his view and is impressed on Tony's behalf by the lack of damage the Hydra saw made. Until Oc simply reaches out a reinforced metal appendage and slashes through the casing of JARVIS' control box like it's butter.

Oh, Tony's going to be pissed. Peter hopes he doesn't get blamed for that.

Peter's body flops around bonelessly in Oc's grasp as they bolt towards the exit. Peter catches the Avenger's angry faces briefly as they whirl by, then they are obscured by an avalanche of rubble.

Octavius lifts Peter up to his level like a rag doll and bares his teeth. "See what happens when you forget your lessons?" Some flyaway spit flecks onto Peter's face. "I have to punish _them_ when you disobey. You know that."

Octavius twists Peter so he comes face to face with the wall of rock entombing the Avengers.

Peter isn't entirely sure if Oc's the one saying it or if it's just rebounding his own head, but the world around him moves in beat to a mantra of, " _This is your fault_."

Peter stays conscious as Octavius moves through the many hallways back through the underbelly of the Tower, and the last thing Peter makes out is the destroyed elevator below as they climb up the shaft, before his skull is ricocheted carelessly off the elevator wall.


	3. Chapter 3

Natasha and Clint, as the resident assassins of the Tower, trained the entire team extensively in what to do if ever a member finds themselves kidnapped.

First, the kidnapped are to evaluate their surroundings as surreptitiously as possible. Do not open your eyes further than a slit, do not twitch a muscle, and do not let your kidnappers know you are awake: observe silently.

Secondly, they are to return to their previous innocuous state and formulate a plan while the captors do not suspect.

Finally, they should wait for the most opportune time, and strike with their well-constructed, well-thought out plan of escape.

Peter, upon waking to find himself missing the top half of his costume and strapped to a familiar surgical table, disregards this entirely in favor of wriggling madly within his binds.

He can hear the metal groaning underneath him and his head is unfocused from the constant buzz of spider-sense, but then the rest of his senses kick in, until he can _feel_ the effects of his efforts. The pain radiating through his skull alone is enough to stop him in his tracks, reminding Peter the hit he took from both Oc's tentacle and his unwilling elevator ascension, but the combination of throbbing back and spasming stomach muscles halts his action in infancy.

Through slitted eyes, one swollen and blurry from allowing that Hydra agent's fist to land, he performs a shabby impression of Step 1: Observation. His head is tilted to the left side of the space where he can see metal slatted walls, slightly curved inwards, although the shadows make it impossible to see the top of the dome. There's various machinery both built into workspace consoles—evil, cliché, cartoon-villain control panel-style—and laid about atop numerous worktables.

There's a rickety worktop against the wall Peter's feet point to, standing next to something large and shipping container-esque. The object and the entire lair to Peter's right, Peter finds as he drags his head around, is shrouded in darkness akin to the roof of the room, giving a claustrophobic feel to the otherwise spacious facility and obscuring Peter's ability to identify much of anything past his central torture table.

It's irrelevant though. The technology is slightly newer and the instruments may be shinier, but Peter knows the layout of this room as well as he does the Avengers Tower or Aunt May's house; its familiarity secured in his subconscious with countless layers of unremitting _hurt_. He could, and has, navigated it blindfolded and concussed.

"Like what you see, Spider-Man?"

Uneven _tink tink_ -ing forebodes Octavius' arrival at Peter's side. The Doc plops a scuffed claw on the exam table just above Peter's shoulder and shifts his weight over Peter to stare at him directly. "I had to change facilities after you _ruined_ my last laboratory, but I made sure to recreate your favorite parts."

"Oh my god," Peter gags, his voice trembling. The muscles in his neck throb as he strains to get his face away from Oc's. "I'm sorry, I'm sorry. It's…your breath: it's _so_ bad."

Oc grins at him fondly. His left tentacle meanders down to the unnatural bend in Peter's thigh and, without preamble, _shoves_ it into proper placement.

Peter, having just previously woken up to immediate agony, cannot feasibly handle the feeling and turns his head to vomit over the edge of the metal table.

After a decent amount of time, his heaves trail off into a high-pitched whine.

Peter feels a harsh rag slid across his mouth and chin, the rough fabric like rug burn against his tender skin, and he yanks his head back as far as he can from the offending thing.

Wait, _skin._ Bare skin. No mask.

Dread laces through Peter and already he is brainstorming ways to lie about his identity, to protect Aunt May, until he realizes it, too, doesn't matter. It's not like Oc doesn't know what he looks like, not like Oc ever allowed him to wear the mask past the first few days last time anyway.

Peter prays, futilely, Oc won't comment so excessively on his ' _innocent, young face—so expressive_ ,' this time. Something about having his age and emotional weakness—he wears the mask for a _reason_ —pointed out brings Peter to his breaking point quicker, makes him lose concentration faster.

Peter should feel grateful Oc never asked him his name or cared about his civilian persona, but Oc's leering and intimate comments cause the skin along his spine to prickle.

"Ever witty, Little Spider," Doc replies, and Peter realizes Oc's claw, which held Peter trapped to the Avengers Tower wall a few hours prior and is responsible for the indented purple bruising outlines on Peter's midsection, is resting atop his head.

Small hair fibers catch in the metal joins as Peter rips his head away. Oc follows languidly, planting his claw firmly over the tender part of Peter's scalp and continuing the rhythmic petting.

Peter's throat burns and the pain in his skull increases unbearably as he clenches his eyelids against a wave of memories. _Oc, stroking his hair as his chest knits back together after a lesson; glass shifting in both forearms as a deeper stomach gash bleeds rapidly; a bloody civilian captured and pleading him to just obey for once._

"Oh, there-there," Octavius clucks, "You know I don't tolerate tears, Peter."

Peter _knows_ and he bites his lip to the point of blood as he feels the Doc's feeble, real, flesh fingers tracing one of the various elevator shaft cuts on his body, long fingernails dipping inside the slits.

"Maybe you need a reminder," Octavius reasons when the tears continue rolling.

Slowly, blessedly, Oc's touch leaves Peter. He stalks beyond Peter's strapped feet, snaps twice, and, against Peter's best judgement, Peter's eyes snap to Oc obediently.

There's a swoosh of a sheet being ripped and a light overhead flickers on, illuminating the workbench and previously covered crate shape next to Octavius, and suddenly his mindset slips by a year. It's the crate. _His_ crate.

Reinforced metal with dozens of electric prods on each bar—Peter's fingers and toes twitch as he remembers the constant electric burn heals—and tipped vertically, the large dog kennel is exactly the same.

Octavius pats the open gate fondly. "You remember your pen, don't you?"

Peter remembers it. He'd slept in that crate for 7 weeks; slept kneeling upright, sticky fingers to the two rubber bars on top so he wouldn't sway left or right into the electrified bars in his sleep, for _7 weeks_.

You're darn right Peter remembers that cage. He remembers the countless occasions Octavius tossed him inside when they finished the day's lessons, watched as he jolted away from the shocks until he could scramble himself into the safe position. He remembers straining to bend the bars enough to squeeze through those first few days, heedless of the electricity sizzling the skin off his palms.

Peter doesn't want to remember. Already he can feel himself slipping back into who he had to be for Oc — _how long has he let himself be quiet for already?_ — and vows on the spot to fight tooth and nail not to end up that _thing_ again.

This time is different. _This time_ , he's got people on his side who know he's gone. _This time,_ his team is coming for him.

"Aww, Doc," Peter rasps, unable to tear his eyes from the cage, "didn't know you missed me so much." Snarking is the thing that gets on Oc's nerves the most. Peter could follow all his old rules, could keep his head down, sleep in the cage, hold still for punishment, but he could never maintain the strict silence Oc demanded from him.

Oc still seems satisfied at Peter's visceral reaction to the kennel, though, and doesn't rise to the bait. "'Course I missed you, Little Spider. Playtime's not nearly so entertaining without you."

Octavius lavishes the words on Peter, carefully watching and phrasing for the maximum affect. Where the cage fails to reestablish Peter's learned silence, 'playtime' does not.

Peter's jaw snaps shut audibly. He forces himself to stay in the present, to focus on the things that are different from last time: not the pain reverberating through his body, that's nothing new, but the knowledge his team is coming.

Octavius' hissing snicker sends Peter's spider-sense thrilling through his body moments before Oc is back over Peter, greasy hair ticking Peter's nose.

Peter holds very still, forces himself not to wrench away as Oc's head swivels around, examining Peter's copious wounds. He can't quite hide a flinch as Oc pokes his swollen eye socket experimentally, but when Oc scowls in response, Peter immediately averts his eyes and unconsciously jacks his chin up.

Octavius freezes the same as Peter, before a toothy sneer stretches his wrecked skin. "I guess you _do_ remember some of your lessons. I am pleased."

Peter pulls his chin back down swiftly, but the damage has been done.

Oc continues prodding, sliding down Peter's body. He makes a noise of disapproval before he speaks. "You've done quite a number on yourself." Oc's metal appendages probe the large, shrapnel-earned stab wound on his side, where Peter can feel the most moisture pooling under him.

Oc's claw is red when he pulls away, reaching to a nearby worktable for a thin metal hook and thread.

Peter sucks in a breath as Doc Oc unceremoniously begins a layer of subcutaneous stitches inside the wound using smaller metal extremities that protrude from the claw. The quick actions are mesmerizing, inhuman in their deftness and grace. Peter has to look away before Oc's even halfway finished with the inner layer, gulping down the fear in his throat with unsteady humming instead.

Without his mask, his emotions are broadcasted on his face. Encouraged by either the nauseous tint of Peter's skin or the fear tightening his mouth, Oc doesn't hesitate to reach out to Peter. Cold, unforgiving metal slithers up and down his naked torso, caressing the length of Peter's neck and experimentally pressing into the striped claw-shaped bruise lining his ribs.

Peter's purposefully looking in the other direction and can't help but flinch, his acoustic rendition of _Two Birds on a Wire_ pitching high as Octavius' flesh hand settles on Peter's stomach, just above his waistband. Octavius' other gnarled hand rises listlessly to trace the hollows of Peter's collarbones, and Peter abandons his song with a stutter, the vibration feeling too intimate under Oc's scaly fingers.

There's hardly a place on Peter that's not being fondled, and the feeling of constant, unpredictable, sheer _movement_ across his skin causes Peter to drift a bit. His personal bubble is far past invaded—nothing more than a drop of popped bubble juice on the floor at this point— and year ago this would have sent him kicking and screaming, but Peter's learned to associate touch with a lack of pain. Oc rarely touched him with skin to skin contact when punishing him.

Peter registers Oc's shushing has stopped, metal claw unfurling from tender ribs now that he's stopped humming, but his eyes are still shut and there's too much sensation for Peter to get frustrated at Oc's tactic for silence.

"Good Spider," Oc praises, and Peter's pissed enough at the condescension that he forces his eyes open and thrashes in his restraints to dislodge rogue appendages.

Oc pulls back only slightly, bringing the end of the sewing needle with him where it's only halfway through the outermost epidermal layer of stitches, but the heavy atmosphere of oppression is lifted enough for Peter to breathe and think again, remove himself from the false-safety cocoon.

Oc drags a claw lightly along Peter's chest, quelling his struggles, and pulls on Peter's shoulder against the trap until Peter's back bruises are visible.

"I saw how you got these, Little Spider."

Peter blinks, thinks about the sparring session those were gifted from— _Jeeze, was that only this morning?—_ and scoffs. No _way_ did Oc see him sparring; this is just some stupid tactic to get Peter to fear him. He sparred inside the gym at the Tower.

Then again, this is the same Tower Oc knew well enough to lead a squadron of Hydra agents through to target Jarvis' super-secret, underground control panel in broad daylight.

The same Tower, Peter realizes, horror turning his gut to ice, that his team is currently probably still buried under, likely with injuries, trapped with Hydra agents, and with no access to Jarvis because of Oc's destruction on the control box before he'd kidnapped Peter.

"These are your fault," Oc agrees, unaware of Peter's heightening anxiety, " _You_ caused this bruising. You failed their experiment, so they punished you." _No, that's not how it was._ "You caused this. You know it."

A strangled noise emerges from Peter's mouth and he clench and unclenches his fists in an effort to calm himself. He's nearing the point of hyperventilation, only stuttering, short puffs coming through his nose, and Peter chews his lip to keep silent.

Oc watches him, amused, then tacks on, "And I punished _them_ for your insolence. They're buried underneath that rubble because _you_ defied me."

This doesn't help Peter's impending panic attack, nor the punishment he's going to get for having one, but Oc's matter-of-fact voice is echoing in his head: _No panic attacks, I told you. If you can't control yourself, I'm going to punish them instead._

Peter's vision is started to blot in places, and the kennel which seemed so permanent before is swimming in his vision, but as much as he hates it, it's a constant. More importantly, it's _empty_. There's no one inside it Oc can use against him. Any punishment Oc is going to dish out is going to be to Peter himself, not to an innocent civilian this time.

Peter can hear Oc cluck his tongue in disappointment above him, and Peter relinquishes his frail attempt to center himself, shutting his eyes against the pain he knows is coming next.

"You're lucky you're so damaged," Oc notes, not really to Peter, but Peter's listening over his loud gasps nonetheless. "You're no good to me like this. I uphold the highest quality conditions for my research in this lab."

Peter smashes the back of his head, already sore and bloody, hard into the table.

There's a moment of quiet where the only sound is Oc shuffling tools on the metal tray and background machinery whirring while they wait for Peter's lungs to kick back into gear.

"As it is," Oc concludes, unhindered, "I think sensory deprivation should produce the results we're looking for without further harm to your body."

Peter's eyes flash open, only for the room to just as quickly be eclipsed by the black fabric of a blindfold secured against his head. Peter twists his head within the strap holding it down to the table, frantic to avoid the noise-cancelling earbuds he knows come after. His headache throbs as he shakes his head viciously back and forth, only slowing when Octavius' deep-throated chuckle reach his ears.

"Don't like those earplugs, do you, Little Spider?" It's a question. Peter is allowed to answer those.

"No," he replies wobbly.

"Alright. We'll leave them off, then." Peter can feel Octavius finish up on the last bit of stitches on his side wound "For now." Peter feels a tugging as Octavius reaches the last suture and pulls the skin tout, presumably to cut the string. He's correct, but the clammy, fleshy hand that drifts over his scar after is unexpected and unwelcome.

"It's really been a long time, hasn't it?" Oc contemplates. "I think I've nearly forgotten your skills. Shall we see if you're abilities have improved any?"

That's all the warning Peter gets before a delicate clinking and shards of _something_ are poured into the multitude of cuts on his arms and chest, focused closely on those running along his joints: shoulders, elbows, and wrists.

Peter's not too shocked given this is an old torture method. Oc calls it an experiment to see which parts of him the healing factor will focus on first, whether it will be the smaller but shifting cuts with glass, or larger, life-threatening but stationary wounds.

The result will likely stay the same, and Peter assumes he'll be picking the pieces of probably-glass out of himself for any healing to get started on his broken leg or impalement scar on his side. Until then, it's a delightful vacation experience of irritating pain and debilitated movement.

Only, Oc is fiddling with the glass on his elbow joints, making Peter wince as it digs in the shallow rents and nestles under the skin. He nearly groans aloud as he recognizes the feeling of needle to skin, sewing even the cuts shallow enough not to need stitches, only for the purpose of securing the glass pieces within Peter's skin and out of reach.

Peter really does groan when Oc undoes the retrains around Peter's legs. Even that small shift jostles Peter's broken leg agonizingly.

Oc doesn't fear retaliation as he doesn't replace the leg restraints with anything when his claws leave, and Peter contemplates whether his sore body can handle escape for all of 10 seconds before thick earplugs are shoved into place, annihilating all sound for Peter.

He whimpers, then screams as the delicate noise is muffled completely, heedless of potential consequences and only focused on getting any sound through the earplugs. Sensory deprivation is the precursor to his kennel. Oc covers Peter's eyes up and plugs his ears while he's not wanted—not needed.

It's experiments, kennel, experiments, kennel—only ever broken up by 'playtime' when Oc threatens to turn the tests, the _torture_ , on civilians unless Peter offers to go in their place. Which he would anyway even if Oc's experiments didn't include procedures no human could survive.

Peter isn't sure if he's still making noise, doesn't care about Doc Oc's silence policy right now. His good leg is waving wildly, desperate to land contact with Oc, with anything, to prevent being moved. There's no collar on him, no way to shock him for climbing on the walls, and if he can just get free right now then he can scale the ceiling to safety.

Peter notes the shards digging in further to his right wrist before he realizes that restraint is coming off, too. Peter slows his kicks, his tongue still flopping but he's no idea if his litanies of _please_ and _stop_ are distinguishable.

The right restraint falls away but Peter holds still, waiting for the left. He's not foolish enough to think he can break the restraint holding his left arm with a shard-infested right.

Peter's still waiting when his spider-sense screeches through his skull. Peter takes the hint and launches himself off the left side of the table, sliding underneath it as much as his still-attached right hand will let him.

His back is to the thick support pole under the exam table while he wrestles one handed to untie the blindfold. It's too tight to slip over his head, and Peter finds the knot is similarly too tight for him to undo one-handed.

Something brushes against his injured leg, thankfully seemingly going in another direction and not grabbing onto it, and Peter uses his free arm to yank the leg closer. Peter's hands return to his head, this time to pull out the earbuds, having abandoned the blindfold for now.

It's a success. Peter is immediately assaulted by his own incoherent ramblings, before he bites his tongue to stop them.

He chucks the earplugs from him and follows his captured arm up to the last table restraint to dig at the bloody metal for leeway. Unable to see, Peter tilts his head to listen for Doc Oc.

It's more of a surprise than it should be when metal jabs him in the back, right in his bruised shoulder blade. Peter scrabbles away from the metal and, unwittingly, out from under the table.

His spider-sense is too intense to determine one warning from another and it's not until the cinch of the lock that he registers a cold, metal weight on his neck.

Peter's first instinct is to scratch ineffectually. Past experience should warn him what a poor idea it is, but Peter still wedges a finger underneath the collar, only for electricity to unfurl from it. Red-hot burning streaks through his torso and into his limbs, fingers, _everything,_ and it's a hundred times sharper than getting tazed by that confused old lady, and Peter can feel his teeth floating by the time it winds to a stop. It leaves him an aching, twitching mess.

He's hanging entirely from his attached left wrist, no longer so raw as it is lubricated with blood that drips to the floor, and he doesn't struggle when Oc none too gently heaves Peter back atop the table. Oc undoes the last metal strap holding Peter, but Peter doesn't have enough control over his body to react besides a limp leg spasm.

"I did warn you," Doc says, smug.

"Nmurgg," is Peter's articulate reply.

Peter moans again when a spark zaps out from his collarbone at the presence of a small pressure that is quickly snatched back, followed by Oc's cursing as his finger is shocked.

"Further research can wait until tomorrow," Oc decides. "You've been through enough today." Peter belatedly wonders what time it is, how long he's been here. If the Avengers are still trapped underneath a hundred thousand tons of rubble. "Tomorrow, we start again. I hope you remember proper, polite behavior by then."

Peter yelps as he's pulled off the table by his collar, because of course it doesn't shock _him_ , and maneuvers so his busted leg is held largely off the ground as he's dragged.

Peter chokes as he's lifted by the neck, and then goes weightless for a heartbeat until he smashes into metal bars where yet even _more_ electricity zaps him. Luckily, Peter knows how to stop this kind of shock. He clumsily organizes himself within the space to kneel upright, one knee resting on the ground and the other held centimeters above the hard metal, pain from the recently-reset thigh too great to place pressure on.

His trembling fingers reach above him to wind around the designated rubber bars. It takes him two attempts to find the right ones, earning him a few smarting electrical burns on his fingertips, and he grits his teeth against the searing pain in his shoulders and elbows as the glass shifts with his actions.

"One more thing, Little Spider." Oc's voice sounds so tremendous from inside the crate, like it's coming from everywhere. "I showed you who you are, I _improved you_. If you try to escape again, if you try _defying_ me again, I will give your next experiment to a civilian and make you watch as they're torn apart."

With that, a claw grasps his chin and the plugs are shoved back in his ears, silencing an already invisible world until the next time Doc Oc decides he's wanted.

 ** _[Thank you, Fangirl_inTheTardis, for being the reason I picked this back up.] Please, I'd be thankful if you pointed out any grammar mistakes. Also, if you like this at all, I have another story with a very similar dynamic (except an actually EDITED, finished, complete story), featuring self-depreciation Peter and whump and misunderstandings. And accidental anorexia. It's called "Consequences to Every Inaction"_**


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